Offer Update

Real Good Food Company Plc (The)
31 August 2005

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR FROM THE UNITED
STATES, CANADA, AUSTRALIA, THE REPUBLIC OF IRELAND OR JAPAN


                       The Real Good Food Company Plc

                Recommended offer for Napier Brown Foods ('NBF')

                      Offer declared wholly unconditional

1.      Level of Acceptances

The Real Good Food Company Plc ('RGFC') is pleased to announce that by 1:00 pm
on 30 August 2005, the First Closing Date of the Offer, valid acceptances of the
Offer had been received in respect of a total of 26,143,815 NBF Shares,
representing approximately 92.53 per cent. of the existing issued ordinary share
capital of NBF.

Prior to making the Offer, RGFC received irrevocable undertakings to accept the
Offer from certain NBF Shareholders in respect of a total of 20,897,380 NBF
Shares representing approximately 73.97 per cent. of the existing issued
ordinary share capital of NBF. As at 1:00 pm on 30 August 2005, valid
acceptances had been received pursuant to these undertakings in respect of
20,897,378 NBF Shares.

Neither RGFC nor any person deemed to be acting in concert with RGFC for the
purpose of the Offer owned or controlled any NBF Shares, or any rights over such
NBF Shares, immediately prior to 8 March 2005, being the commencement of the
Offer Period. Neither RGFC nor, so far as RGFC is aware, any person deemed to be
acting in concert with RGFC for the purpose of the Offer has acquired or agreed
to acquire any NBF Shares (or rights over NBF Shares) since the commencement of
the Offer Period.

Application will be made for the new RGFC Shares to be issued in respect of
valid acceptances received by 1.00pm on 30 August, 2005 to be admitted to
trading on AIM. Dealings in these shares are expected to commence on 31 August,
2005.  For those NBF Shareholders who do not hold their NBF Shares in the CREST
settlement system definitive share certificates are expected to be despatched by
first class post by 14 September, 2005.

2. Other Conditions

At an extraordinary general meeting of RGFC held today at 10:00 am certain
resolutions were passed that were required to approve the implementation of the
Offer.

3. Offer Wholly Unconditional

As all the conditions of the Offer have now been satisfied the Offer has been
declared unconditional in all respects, subject only to the admission of the new
RGFC shares to be issued pursuant to the Offer to AIM in accordance with the AIM
Rules, and will remain open for acceptance until further notice.

4. Directors

RGFC

At the extraordinary general meeting of RGFC the members approved the
appointment of Patrick George Ridgwell and Christopher Owen Thomas as the
non-executive deputy chairman and non-executive director respectively.

NBF

As the Offer has been declared unconditional in all respects, John Frederick
Gibson, Pieter Willem Totte and Lee Mark Camfield, have been appointed to the
board of NBF with immediate effect.

In addition, Patrick Ridgwell, Jeremy Hamer, Anthony Ridgwell, Christopher
Thomas and Simon Barrell have resigned from the board of NBF with immediate
effect.

5. Compulsory Acquisition

RGFC announces that it has acquired, or contracted to acquire, not less than
nine-tenths in value of the NBF Shares to which the Offer relates and,
accordingly, is now entitled and intends to compulsorily acquire the remaining
NBF Shares pursuant to sections 428 to 430F of the Companies Act 1985.
Accordingly, the board of RGFC has resolved to issue appropriate compulsory
acquisition notices pursuant to s429(4) of the Companies Act 1985.

6. Cancellation of Admission

As stated in the Offer Document, it is RGFC's intention to procure that NBF will
apply for cancellation of admission of the NBF Shares on AIM. This will take
place as soon as is practicable following this announcement.

7.      Interim Results

RGFC will be announcing its interim results for the six months to 30 June 2005 
on Thursday 8 September 2005.

There will be an analyst presentation on 8 September held at Redleaf 
Communications, 9-13 St Andrew Street, London EC4A 3AF at 12:30hrs prompt.


Enquiries:
Andrew Dawber
Nick Westlake
Numis Securities Limited                      Tel: [phone]
(Financial Adviser to RGFC)

Simon Clements
David Worlidge
John East & Partners Limited                  Tel: [phone]
(Financial Adviser to NBF)

Emma Kane
Duncan McCormick
Redleaf Communications Ltd                    Tel: [phone]
(PR Adviser to RGFC)

Terms defined in the Offer Document shall have the same meaning in this
announcement.

Numis Securities Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for RGFC and
no one else in connection with the Offer and will not be responsible to anyone
other than RGFC for providing the protections afforded to clients of Numis
Securities Limited nor for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.

John East & Partners Limited, which is authorised and regulated in the United
Kingdom by the Financial Services Authority, is acting exclusively for NBF and
no one else in connection with the Offer and will not be responsible to anyone
other than NBF for providing the protections afforded to clients of John East &
Partners Limited nor for providing advice in relation to the Offer or in
relation to the contents of this announcement or any transaction or arrangement
referred to herein.

The Offer will not be made, directly or indirectly, and this announcement should
not be sent, in or into or from the United States, Canada, Australia, Republic
of Ireland or Japan or by use of the mails or by any means or instrumentality
(including, without limitation, telephonically or electronically) of interstate
or foreign commerce of, or any facilities of a national securities exchange of,
any of these jurisdictions and doing so may render invalid any purported
acceptance of the Offer. Accordingly, copies of this announcement and any other
document relating to the Offer are not being, and must not be, mailed or
otherwise distributed or sent in or into the United States, Canada, Australia,
Republic of Ireland or Japan. Any person (including, without limitation,
custodians, nominees and trustees) who may have contractual or legal
obligations, or may otherwise intend, to forward this announcement to any
jurisdiction outside the United Kingdom should read the relevant provisions of
the Offer Document before taking any action.

The availability of the Offer to persons not resident in the United Kingdom may
be affected by the laws of the relevant jurisdictions in which they are located.
Persons who are not resident in the United Kingdom should inform themselves
about and observe any applicable requirements.

This announcement is not intended to and does not constitute, or form part of,
an offer or any solicitation of an offer or an invitation to purchase any
securities.

The Offer will be subject to the City Code.  Under the rules of the City Code,
there are certain dealing disclosure requirements which apply in respect of
dealings in relevant securities during an offer period.  An offer period was
deemed to have commenced by virtue of the announcement on 8 March 2005 that NBF
had received a proposal regarding a possible offer for NBF. As a result, any
person who, alone or acting together with any other person(s) pursuant to an
agreement or understanding (whether formal or informal) to acquire or control
securities of RGFC or NBF, owns or controls, or becomes the owner or controller,
directly or indirectly of one per cent. or more of any class of securities of
RGFC or NBF is generally required under the provisions of Rule 8 of the City
Code to notify a Regulatory Information Service and the Panel of every dealing
in such securities until such time as the offer period ends for the purposes of
the City Code.  If required, any disclosures should be made on an appropriate
form by no later than 12 noon London time on the business day following the date
of the dealing transaction.  These disclosures should be sent to a Regulatory
Information Service with a copy sent (by fax or email) to the Panel (fax number
[phone], email: [e-mail]).

This announcement contains certain statements that are or may be
forward-looking. These statements typically contain words such as 'intends', '
expects', 'anticipates', 'estimates' and words of similar import. By their
nature, forward-looking statements involve risk and uncertainty because they
relate to events and depend on circumstances that will occur in the future.
There are a number of factors that could cause actual results and developments
to differ materially from those expressed or implied by such forward-looking
statements. These factors include, but are not limited to, factors identified
elsewhere in this announcement as well as the following possibilities: future
revenues are lower than expected; costs of difficulties relating to the
integration of the businesses of RGFC and NBF, or of other future acquisitions,
are greater than expected; expected cost savings from the transaction or from
other future acquisitions are not fully realised or not realised within the
expected time frame; competitive pressures in the industry increase; general
economic conditions or conditions affecting the relevant industries, whether
internationally or in the places where RGFC and NBF do business, are less
favourable than expected; and/or conditions in the securities market are less
favourable than expected.








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